SEC Division of Investment Management staff letter: ING Series Fund, Inc., et al.

GOODWIN PROCTER Philip H. Newman Goodwin Procter LLP
617.570.1558 Counsellors at Law
PNewman@goodwinprocter.com Exchange Place
Boston, MA 02109
T: 617.570.1000
F: 617.523.1231

Associate Director and Chief Counsel

U.S. Securities and Exchange Commission
Division of Investment Management
I00 F Street, N.E.
Washington, DC 20549
Re: ING Funds
Investment Company Act of 1940 -Section 17 (a) Dear Mr. Scheidt:
We are writing on behalf of various registered open-end management investment companies within the ING complex of mutual funds to request assurances &om the staff of the Division of Investment Management (the "Staff') of the Securities and Exchange Commission ("SEC") that the Staff would not recommend enforcement action to the SEC for violations of Section 17(a) of the Investment Company Act of 1940, as amended (the "1 940 Act"), if such funds engage in the transactions described below without obtaining an exemptive order under Section 17(b) of the 1940 ~ct.' The proposed transactions are similar to the transactions considered by the Staff in Old Mutual Advisors Funds (Nov. 16,2007) ("Old Mutual "). Summary Description of Request The ING complex of mutual hnds includes six asset allocation funds (the "Asset Allocation ~unds").' Currently, each Asset Allocation Fund pursues its investment objective by investing ' This letter is submitted on behalf of the following registrants and certain portfolio series thereof: ING Series Fund, Inc.; ING Strategic Allocation Portfolios, Inc.; ING Funds Trust; ING Variable Portfolios, Inc.; and ING VP Intermediate Bond Portfolio. The letter is being submitted to obtain written confirmation of oral assurances that were provided by the Staff prior to April 4,2008, the date on which the transactions described herein were consummated. Thus, this letter refers in hture tense to dates and events that may have already transpired as of the date hereof. The background facts are described as of the day prior to the In-Kind Transfers (as such term is defined herein). The Asset Allocation Funds consist of the following registered open-end management companies or portfolio series thereof: ING Strategic Allocation Conservative Fund, ING Strategic Allocation Moderate Fund, and the ING Strategic Allocation Growth Fund, each a portfolio series of ING Series Fund, Inc., and ING VP Strategic